Closing Date Debt definition

Closing Date Debt means all Indebtedness, if any, of the Company outstanding immediately prior to the Closing.

Closing Date Debt has the meaning set forth in Section 1.2(d).

Closing Date Debt has the meaning specified in Section 2.2(a)(iii).

Examples of Closing Date Debt in a sentence

• To the extent permitted by Applicable Law (and only to such extent), any deductions attributable to any of the Company Transaction Expenses, repayment of Closing Date Debt, any employee bonuses, severance payments, debt prepayment fees, capitalized debt costs, or any liabilities taken into account in the determination of Closing Date Net Working Capital shall be allocated to the Pre-Closing Tax Period ending on the day prior to the Closing Date.

• The Closing Date Debt is listed on Schedule 4.22 and accurately reflects all amounts necessary to discharge the amounts of Indebtedness outstanding immediately prior to the Closing.

• No later than two Business Days prior to the Closing Date, Sellers’ Representative will deliver or cause to be delivered to Buyer pay-off letters from each holder of Closing Date Debt, in a form reasonably acceptable to Buyer, setting forth the amount necessary to repay in full such Closing Date Debt at Closing and to obtain the release of all Encumbrances on the assets or properties of any Company securing such Closing Date Debt upon the payment of such Closing Date Debt.

• The aggregate “Purchase Price” shall be equal to (A) Twenty-Five Million Dollars ($25,000,000), (B) minus the Closing Date Debt, (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance and (D) minus the Employee Payment.

• If the Company does not deliver any written objections to Purchaser within such 30-day period, the Company shall be deemed to have accepted the Closing Date Schedule of Adjustments and Purchaser’s calculations of the Closing Date Working Capital and Closing Date Debt Amount, and the Company shall have irrevocably waived any right to object thereto.

More Definitions of Closing Date Debt

Closing Date Debt means the aggregate amount of all outstanding payment obligations, including principal, interest and premiums, with respect to each item of Company Debt outstanding as of immediately prior to the Closing.

Closing Date Debt means the total Indebtedness of the Company that is outstanding as of the Adjustment Calculation Time.

Closing Date Debt means the amount of Debt of the Compression Group Entities as of the Closing Date.

Closing Date Debt means, as of the close of business, Los Angeles, California time, one Business Day prior to the Closing Date, the Debt of the Companies identified on Schedule 4.07(d) and calculated in accordance with the payoff letters to delivered pursuant to Section 8.01(p).

Closing Date Debt means the aggregate Indebtedness of the Company outstanding as of immediately prior to Closing, including all Indebtedness set forth on Schedule A-1 of the Company Disclosure Letter; provided, however, that Closing Date Debt shall not include any SEG Notes.

Closing Date Debt means any amounts outstanding (including all principal, interest, reimbursements or other financial obligations, whether or not due and payable) with respect to Company Debt immediately prior to Closing.

Closing Date Debt means the Debt of the Company as of 11:59 p.m. Central Time on the date immediately prior to the Closing Date.